Common use of Mergers and Other Transactions Clause in Contracts

Mergers and Other Transactions. In the case of and subject to the consummation of a Sale Event as hereinafter defined, the portion of this Stock Option that is not exercisable immediately prior to the effective time of the Sale Event shall become fully exercisable as of the effective time of the Sale Event, unless the parties to the Sale Event agree that this Stock Option, together with all other outstanding stock options theretofore granted by the Company, will be assumed or continued by the successor entity. Upon the effective time of the Sale Event, this Stock Option shall terminate, unless provision is made in connection with the Sale Event in the sole discretion of the parties thereto for its assumption and continuation by the successor entity, or the substitution of a new stock option issued by the successor entity or parent thereof, with appropriate adjustment as to the number and kind of shares and, if appropriate, the per share exercise price, as such parties shall agree (after taking into account any acceleration hereunder). In the event of such termination, (i) the Company shall have the option (in its sole discretion) to make or provide for a cash payment to the Optionee in exchange for the cancellation hereof, in an amount equal to the difference between (A) the Sale Price multiplied by the number of Option Shares (to the extent then exercisable (after taking into account any acceleration hereunder) at prices not in excess of the Sale Price) and (B) the aggregate exercise price of this Stock Option; or (ii) the Optionee shall be permitted, within a specified period of time prior to the consummation of the Sale Event as determined by the Administrator, to exercise fully this Stock Option.

Mergers and Other Transactions. In the case of and subject to the consummation of (i) the dissolution or liquidation of the Company, (ii) the sale of all or substantially all of the assets of the Company on a Sale Event as hereinafter definedconsolidated basis to an unrelated person or entity, (iii) a merger, reorganization or consolidation in which the portion outstanding shares of this Stock Option that is not exercisable are converted into or exchanged for a different kind of securities of the successor entity and the holders of the Company's outstanding voting power immediately prior to the effective time such transaction do not own a majority of the Sale Event shall become fully exercisable as outstanding voting power of the effective time successor entity immediately upon completion of such transaction, or (iv) the sale of all of the Stock of the Company to an unrelated person or entity (in each case, a "Sale Event"), unless the parties to the Sale Event agree that this Stock Option, together with all other outstanding stock options theretofore granted by the Company, will be assumed or continued by the successor entity. Upon upon the effective time of the Sale Event, this Stock Option shall terminate, unless provision is made in connection with the Sale Event in the sole discretion of the parties thereto for its the assumption and or continuation of this Stock Option by the successor entity, or the substitution of a this Stock Option with new stock option issued by options of the successor entity or parent thereof, with appropriate adjustment as to the number and kind of shares and, if appropriate, the per share exercise priceprices, as such parties shall agree (after taking into account any acceleration hereunder). In the event of such termination, (i) the Company shall have the option (in its sole discretion) to make or provide for a cash payment to the Optionee in exchange for the cancellation hereof, in an amount equal to the difference between (A) the Sale Price multiplied by the number of Option Shares (to the extent then exercisable (after taking into account any acceleration hereunder) at prices not in excess of the Sale Price) and (B) the aggregate exercise price of this Stock Option; or (ii) the Optionee shall be permitted, within a specified period of time prior to the consummation of the Sale Event as determined by the Administrator, to exercise fully all the Option Shares, including those that will become exercisable upon the consummation of the Sale Event; provided, however, that the exercise of Option Shares not exercisable prior to the Sale Event shall be subject to the consummation of the Sale Event. Notwithstanding anything to the contrary in this Section 3(b), in the event of a Sale Event pursuant to which holders of the Stock of the Company will receive upon consummation thereof a cash payment for each share surrendered in the Sale Event, the Company shall have the right, but not the obligation, to make or provide for a cash payment to the Optionee, in exchange for the cancellation of this Stock Option, in an amount equal to the difference between (A) the value as determined by the Administrator of the consideration payable per share of Stock pursuant to the Sale Event (the "Sale Price") times the number of shares of Stock subject to this Stock Option (to the extent then exercisable at prices not in excess of the Sale Price) and (B) the aggregate exercise price of all such outstanding shares of Stock.

Mergers and Other Transactions. In the case of and subject to the consummation of a Sale Event as hereinafter definedEvent, the portion parties thereto may cause the assumption or continuation of this Stock Option that is not exercisable immediately prior to the effective time of the Sale Event shall become fully exercisable as of the effective time of the Sale Event, unless the parties to the Sale Event agree that this Stock Option, together with all other outstanding stock options theretofore granted by the Company, will be assumed or continued by the successor entity. Upon the effective time of the Sale Event, this Stock Option shall terminate, unless provision is made in connection with the Sale Event in the sole discretion of the parties thereto for its assumption and continuation by the successor entity, or the substitution of this Stock Option with a new stock option issued by of the successor entity or parent thereof, with appropriate adjustment as to the number and kind of shares and, if appropriate, and the per share exercise priceprices, as such parties shall agree (after taking into account any acceleration hereunder)agree. To the extent the parties to such Sale Event do not provide for the assumption, continuation or substitution of this Stock Option, upon the effective time of the Sale Event, this Stock Option shall terminate. In such case, this Stock Option shall become fully vested and nonforfeitable as of the effective time of the Sale Event. In the event of such termination, (i) the Company shall have the option (in its sole discretion) to make or provide for a payment, in cash payment or in kind, to the Optionee Optionee, in exchange for the cancellation hereofthereof, in an amount equal to the difference between (A) the Sale Price (as defined below) multiplied by the number of shares of Stock subject to the Stock Option Shares (to the extent then exercisable (after taking into account any acceleration hereunder) at prices not in excess of the Sale Price) and (B) the aggregate exercise price of this Stock all such outstanding Option; or (ii) the Optionee shall be permitted, within a specified period of time prior to the consummation of the Sale Event as determined by the Administrator, to exercise fully this all outstanding Options (to the extent then exercisable) held by such Optionee. “Sale Price” means the value, as determined by the Administrator, of the consideration payable, or otherwise to be received by stockholders, per share of Stock Optionpursuant to the Sale Event.